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Contents Notice to Shareholders Board’s Report Auditors Report Balance Sheet Profit & Loss Account Cash Flow Statement Notes on Accounts

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ASHOKA SAMBALPUR BARAGARH TOLLWAY LIMITED

ANNUAL REPORT 2014-15

BOARD OF DIRECTORS Ashok Motilal Katariya Director

Ashish Ashok Kataria Director Anil Shantilal Gandhi Director Gyanchand Daga Independent Director Sunanda Vishnu Dandekar Independent Director AUDITORS M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai REGISTERED OFFICE

206, 2nd Floor, 79, Daryaganj, New Delhi - 110 002

BANKERS 1. Punjab National Bank

2. Axis Bank Limited

3. Bank of Baroda

4. Bank of India

5. India Infrastructure Finance Company Limited

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NOTICE TO SHAREHOLDERS NOTICE is hereby given that the Fifth Annual General Meeting of ASHOKA SAMBALPUR BARAGARH TOLLWAY LIMITED will be held on Friday, September 11, 2015 at 11.00 a.m. at the registered office at – 206, 2nd Floor, 79, Daryaganj, New Delhi - 110 002 to transact the following businesses : ORDINARY BUSINESS 1. To receive, consider and adopt the Financial Statements including Balance Sheet as at

March 31, 2015, Statement of Profit and Loss and Cash Flow Statement for the year ended on that date along with the reports of the Board of Directors and Auditors thereon;

2. To appoint Director in place of Mr. Ashok M. Katariya (DIN- 00112240), who retires by

rotation and being eligible offers himself for re-appointment. 3. To ratify the appointment of Statutory Auditors of the Company for financial year

2015-16 and to fix their remuneration and in this regard to consider and pass the following resolution, as an ordinary resolution, with or without modification(s):

“RESOVED THAT pursuant to provisions of Sections 139, 142 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, pursuant to the recommendations of the Audit Committee of the Board of Directors and pursuant to the resolution passed by the Members at the AGM held on August 18, 2014, the appointment of M/s M. P. Chitale & Co., Chartered Accountants, Mumbai, (Firm Registration No. 101851 W), as the auditors of the Company to hold office till the conclusion of the AGM to be held for the financial year 2019-20 be and is hereby ratified and that Board of Directors be and is hereby authorized to fix the remuneration payable to them for the financial year 2015-16 as may be determined by the Audit Committee in consultation with the Auditors.”

SPECIAL BUSINESS

4. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution.

Appointment of Independent Director:

"RESOLVED THAT pursuant to the provisions of sections 149, 150, 152 read with

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Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Ms. Sunanda Vishnu Dandekar (DIN: 07144108), who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years for the period from March 31, 2015 to March 30, 2020, not liable to retire by rotation.”

5. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution.

Appointment of Independent Director:

"RESOLVED THAT pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force),Mr. Gyan Chand Daga (DIN: 001011534 ), who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years for the period from March 31, 2015 to March 30, 2020, not liable to retire by rotation.”

Place : Nasik For and on behalf of Board Date : 29-04-2015 Sd/- (Ashish A. Kataria)

Chairman

DIN-00580763

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NOTES :

1. Member entitled to attend and vote at the annual general meeting is entitled to appoint a proxy to attend and vote, on behalf of himself/herself and the proxy need not be member of the company.

2. Proxy form duly stamped and executed in order to be effective must reach the registered office of the company not less than 48 hours before the time of commencement of the annual general meeting.

3. Members/proxies should fill the attendance slip for attending the meeting.

4. An explanatory statement pursuant to section 102 of the companies act, 2013 is annexed and forms part of this notice.

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EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF COMPANIES ACT, 2013 ITEM NO. 4 Ms. Sunanda Vishnu Dandekar (DIN:07144108) is a Fellow Member of the Institute of Chartered Accountants of India and is also a Banking and Finance Professional offering over 22 years of comprehensive experience in Fund raising, Financial Planning, Reporting Compliance and system implementation. Currently spearheading IARC Pvt. Ltd., Mumbai as a President/CFO. Expertise in finance including Funds Management, Accounting, Budgeting, Taxation, Auditing, Investor Relations, Capitalization of Fixed Assets and Systems Implementation. She had served from Jan’92 to Jun’08 in ICICI Bank Ltd, Mumbai, as a Dy. General Manager. In the opinion of the Board, Ms. Sunanda Vishnu Dandekar proposed to be appointed as an Independent Director fulfills the conditions specified in the section 149(6) and other applicable provisions of the Companies Act, 2013 and the rules made there under and that the proposed director is independent of the management. ITEM NO. 5 Mr. Gyan Chand Daga (DIN: 001011534), is a Commerce Graduate and a Chartered Account. He has done Advanced Management Program from Indian Institute of Management, Kolkata. He has 36 year longstanding and illustrious career leading the marketing and finance responsibility at IOC and SAIL, respectively, two of India’s largest public sector enterprises. He has led and guided organizational strategy in the role of a chairperson or board member of Nine (9) Indian and overseas companies spanning over 7.5 years. He has managed large and complex retail and distribution networks spread across the length and breadth of India and worked in multiple locations involving large cross-cultural teams and diverse stakeholders from the government and private organizations. He has been acknowledged as a people’s person with the ability to lead large teams and focus on customer and employee aspiration and satisfaction. He is a member of Advisory Board of the National Law University (NLU ), Jodhpur. In the opinion of the Board, Mr. Gyan Chand Daga proposed to be appointed as an Independent Director fulfills the conditions specified in the section 149(6) and other applicable provisions of the Companies Act, 2013 and the rules made there under and that the proposed director is independent of the management.

For and on behalf of the Board of Directors ASHOKA SAMBALPUR BARAGARH TOLLWAY LIMITED Sd/- (Ashish A. Kataria) Chairman DIN-00580763

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BOARD’S REPORT Dear Shareholders, We feel pleasure in presenting Fifth Annual Report on the business and operations of the company for the year ended March 31, 2015. (1) FINANCIAL RESULTS

Financial results of the company for the year under review .This is the first year of commercial operation.

(Rs. in Lacs) Particulars 2014-2015

Total Receipts / Gross Sales & Operating Income 2169.11 Gross Profit before Depreciation, Amortization and Tax

(4173.16)

Depreciation and amortization 413.56 Profit before Tax (4586.72) Provision for Taxation - Profit after Tax (4586.72) Earnings per share of Rs. 10/- each Basic Diluted

184.29 144.34

(2) OPERATIONS

The Company has been floated as a SPV for executing the project viz. “To carry on the business of Designing, Building, Financing, Operation and Maintenance of Four Laning of Sambalpur-Baragarh-Orissa/Chattisgarh Border Section of NH-6 KM 0.00 to KM 88.00 (Length 88.00 KM) in the State of Orissa to be executed on BOT (Toll) Project on DBFOT pattern under NHDP Phase III”. The project achieved substantial completion on its construction in the year and capitalized the asset and started commercial operation from October 1, 2014.

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(3) DIVIDEND

Since your Company has incurred loss of Rs. 4586.72 lacs during the year, the Directors have not recommended any Dividend for the financial year 2014-2015.

(4) NUMBER OF MEETINGS HELD : A. Board Meetings. The Board of Directors duly met 12 times during the financial year 2014-15 as follows.

Sr. No. Date of Meetings

1 01.04.2014

2 30.04.2014

3 15.07.2014

4 02.08.2014

5 09.08.2014

6 18.09.2014

7 10.11.2014

8 15.12.2014

9 31.12.2014

10 24.01.2015

11 14.03.2015

12 31.03.2015

Sr. No Name No. of meetings held

No. of meetings attended

1 Mr. Ashok M. Katariya 12 11 2 Mr. Satish Parakh (1) 12 6 3 Mr. Ashish Kataria 12 12 4 Mr. Anil S. Gandhi(2) 12 6

(1)Mr. Satish D. Parakh ceased to be Director w.e.f. September 18, 2014.

(2)Mr. Anil S. Gandhi was appointed as Director w.e.f. September 18, 2014. B. Audit Meetings

The Board of Directors of Company has constituted the Audit Committee on March 31, 2015.

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(5) DIRECTORS: i) Director liable to retire by rotation: Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, Mr. Ashok M. Katariya (DIN: 00112240), Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. You are requested to re-appoint him.

ii) Appointment of Independent Directors:

a) Your Directors state that Ms. Sunanda Vishnu Dandekar who is proposed to be appointed as Independent Director possesses appropriate balance of skills, expertise and knowledge and is qualified for appointment as an Independent Director. b) Your Directors state that Mr. Gyan Chand Daga, who is proposed to be appointed as Independent Director possesses appropriate balance of skills, expertise and knowledge and is qualified for appointment as an Independent Director.

Your Directors recommend the appointments of Ms. Sunanda Vishnu Dandekar and Mr. Gyan Chand Daga as Independent Directors.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

(6) COMMITTEE A) AUDIT COMMITTEE

The Board of Directors of Company has constituted Audit Committee on March 31, 2015.

Name Status Category Ashish A, Kataria Chairman Non-Executive Gyanchand Daga Member Non-Executive and Independent Sunanda V. Dandekar Member Non-Executive and Independent

B) NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of Company has constituted Nomination and Remuneration Committee on March 31, 2015.

Name Status Category

Anil Shantilal Gandhi Chairman Non-Executive Gyan Chand Daga Member Non-Executive and Independent Sunanda V. Dandekar Member Non-Executive and Independent

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(7) AUDITORS

STATUTORY AUDITORS The Company's Auditors, M/s M. P. Chitale & Co., Chartered Accountants, Mumbai, (Firm Registration No. 101851 W) who retire at the ensuing Annual General Meeting of the Company are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company.

(8) PUBLIC DEPOSITS

The Company has not accepted deposits u/s 73 of the Companies Act, 2013 during the F.Y. 2014-2015.

(9) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

(10) RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure –II.

(11) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO :

Data pertaining to conservation of energy and technology absorption is not applicable. There was neither foreign exchange earning nor expenditure during the year under review.

(12) PARTICULARS OF EMPLOYEES During the year under review, none of the employees has drawn salary in excess of

limits specified u/s 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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(13) DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the

Companies Act, 2013 read with the Rules issued thereunder, the Board of Directors at their meeting held on May 06, 2015 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The Remuneration Policy has been annexed to this Report as Annexure III.

(14) ACCOUNTS

The accounts read together with the Notes to Accounts are self-explanatory and do not call for any further explanation.

(15) CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The Company does not fall under the criteria of section 135 of the Companies Act, 2013 regarding CSR expense.

(16) VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism has been enclosed as part of this report as Annexure IV.

(17) EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure -I.

(18) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Board of Directors hereby state that :

a. in the preparation of the annual accounts, the applicable accounting

standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them

consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(19) ACKNOWLEDGEMENT

The Board of Directors place on record their deep appreciation to the State Government, financial institutions, bankers and others for their co-operation, patronage and support during the year under review and look forward for a constant cordial relationship in the years to come. The Board of Directors wish to place on record their deep appreciation for the services rendered by the employees of the company at all levels and for their continued hard work, dedication and loyalty and in ensuring high level of performance.

For and on behalf of the Board of Directors

Sd/- Place : Nasik (ASHISH A. KATARIA) Date : 29.04.15 Chairman DIN-00580763

I REGISTRATION & OTHER DETAILS:

i CINii Registration Dateiii Name of the Company

iv Category of the Company

vi Whether listed company

II. PRINCIPAL BUSINESS ACTIVITY OF THE COMPANY

Sl. No. Name and Description of main products / services

1 Toll Collection2 Construction ( Contract Receipt)

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

No. of Companies for which information is being filled 1

Sr. No.

NAME AND ADDRESS OF THE COMPANY CIN/GLNHOLDING/ SUBSIDIARY

/ASSOCIATE% of shares

heldApplicable

Section

1 Ashoka Concessions Limited U45201MH2011PLC215760 Holding Company 100% 2(46)

Annexure I

U45204DL2010PLC20389009.06.2010

FORM NO. MGT 9

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration ) Rules, 2014.

EXTRACT OF ANNUAL RETURN

NIC Code of the Product / service% to total turnover of

the company

14.32%

ASHOKA SAMBALPUR BARAGARH TOLLWAY LTD.

Non Government Company

4563 83.79%

v

vii

All the business activities contributing 10 % or more of the total turnover

No.Name and Address of Registrar & Transfer Agents ( RTA ):-

No.

Address of the Registered office & contact details 206, 2nd Floor, 79, Daryaganj,New Delhi - 110 002 [email protected]

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mailto:[email protected]

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i. Category-wise Share Holding

Demat Physical Total % of Total Shares Demat Physical Total % of Total

Shares

0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%

2,488,800 6 2488806 100% 2,488,800 6 2488806 100% 0%0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%

0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%

2488800 6 2488806 100% 2488800 6 2488806 100% 0%

0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0 0%

d) Banks / FI

% Changeduring

the year

A. Promoter s(1) Indian

a) Individual/ HUFb) Central Govtc) State Govt(s)d) Bodies Corp.e) Banks / FIf) Any other

Category of Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year

(2) Foreigna) NRI - Individual/

g) FIIs

e) Any OthersTotal shareholding of Promoter (A)

B. Public Shareholding1. Institutions

a) Mutual Fundsb) Banks / FIc) Central Govtd) State Govt(s)e) Venture Capital Fundsf) Insurance Companies

b) Other - Individual/ c) Bodies Corp.

h) Foreign Venture i) Others (specify)

Sub-total (B)(1):-

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0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%

0 0 0 0% 0 0 0 0% 0%

0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%0 0 0 0% 0 0 0 0% 0%

0 0 0 0% 0 0 0 0% 0%

0 0 0 0% 0 0 0 0% 0%

2488800 6 2488806 100% 2488800 6 2488806 100% 0%

c) Others (specify)

2. Non-Institutionsa) Bodies Corp.

i) Indianii) Overseas

b) Individualsi) Individual shareholders holding nominal share capital upto Rs. 1 lakhii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

Grand Total (A+B+C)

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Sub-total (B)(2):-

Total Public Shareholding (B)=(B)(1)+ (B)(2)

C. Shares held by Custodian for GDRs & ADRs

ii Shareholding of Promoters

No. of Shares ( Equity Shares)

% of total Shares of the company

% of Shares Pledged /

encumbered to total shares

No. of Shares% of total

Shares of the company

%of Shares Pledged / encumbered to total shares

1 2,488,806 100% 51% 2,488,806 100% 51% 0%

2,488,806 100% 51% 2,488,806 100% 51% 0%

iii Change in Promoters’ Shareholding ( please specify, if there is no change)

No. of shares% of total shares of the company

No. of shares% of total shares of the company

2488806 100% 2488806 100%0 0% 0 0%

2488806 100% 2488806 100%

iv

There is no shareholder other than Directors and Promoters.

v Shareholding of Directors and Key Managerial Personnel:

Sl. No. I - Ashoka Concessions Limited

Sl No. Shareholder’s Name

Shareholding at the beginning of the year

Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

At the End of the year

None of the Directors and KMPs hold any shares.

Shareholding at the end of the year

% change in share holding

during the year

Shareholding at the beginning of the year

Cumulative Shareholding during the year

At the beginning of the yearChanges During the Year

Ashoka Concessions Limited

TOTAL

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v INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans Unsecured Loans Deposits Total Indebtness

6,695,000,000 1,171,988,500 7,866,988,500

- - - - - - 6,695,000,000 1,171,988,500 - 7,866,988,500

Secured Loans excluding deposits

Unsecured Loans Deposits Total Indebtness

1,314,000,000 363,600,000 1677600000 8,657,167 - 8657167 1,305,342,833 363,600,000 - 1,668,942,833

Secured Loans excluding deposits

Unsecured Loans Deposits Total Indebtness

8,000,342,833 1,535,588,500 - 9,535,931,333 - - - - - - 8,000,342,833 1,535,588,500 - 9,535,931,333

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Indebtedness at the beginning of

i) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

iii) Interest accrued but not dueTotal (i+ii+iii)

Change in Indebtedness during the financial year

* Addition* ReductionNet Change

Indebtedness at the end of the financial year

i) Principal Amount

Total (i+ii+iii)

ii) Interest due but not paid

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

B. Remuneration to other directors:

None of the Director has drawn remenueration in FY 2014-15.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

None of the KMPs has drawn remenueration in FY 2014-15.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

(Mr. Ashish A. Kataria) Chairman of the meeting

There were no penalties / punishment / compounding of offences for the year ended March 31, 2015.

DIN-00580763

None of the Managing Director, Whole - time Director or Manager has drawn remenueration in FY 2014-15 .

Place : NashikDate : 29-04-2015

For and on behalf of Board of Directors

Sd/-

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Sr. No. Name of the Related Party Nature of Contracts/Arrangements/

Transactions:

Durations of the Contracts / Agreements/ Transactions

Salient Terms of the Contracts or arrangements or Transactions

including the Value, if any

Justification for entering into such contracts or

arrangements or transactions

Date(s) approval by the Board, if any

Amount paid as advances, if any

Date on which the special

resolution was passed in

general meeting as required

Sr. No.

Name of the Related Party Nature of Relationship Nature of Contracts / Agreements / Transactions

Durations of the Contracts / Agreements/ Transactions

Date(s) approval by the Board, if

any

Amount paid as advances, if any

1 Ashoka Buildcon Ltd.Enterprises in which Key Management Or Directors have significant influence

Rendering of Services Upto June 21, 2016 28.03.204 Nil

Rendering of Services Upto March 31, 2015 28.03.204

Loan Taken Repayable on Demand 28.03.204

3 Ashoka Technologies Pvt. Ltd.

Enterprises in which Key Management Or Directors have significant influence

Sale, Purchase or supply of any goods or materials.

Upto March 31, 2015 28.03.204 Nil

Sd/-

Place : NashikDate : 29/04/2015

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(Ashish A. Kataria) Director

DIN-00580763

For and on behalf of Board of Directors

2. Details of material contracts or arrangement or transactions at arm’s length basis:

Purchase of Materials - 53.94

Salient Terms of the Contracts or arrangements or Transactions including the Value, if any (Amt in

Lakhs)

Sub-Contract Charges / EPC - 20,189.41

Loan taken for princpal business - 3636.00

Routine Maintenance of Roods - 92.962 Ashoka Concessions Ltd. Holding Company Nil

Ashoka Sambalpur Baraghar Tollway Limited

Annexure II - Form AOC-2(Pursuant to clause (b) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

Not Applicable

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Annexure – III

ASHOKA SAMBALPUR BARAGARH TOLLWAY LIMITED REMUNERATION POLICY

The Remuneration Policy (“Policy / this Policy”) of Ashoka Sambalpur Baragarh Tollway Limited (the “Company”) is designed to attract, motivate and retain manpower in a competitive market. The policy reflects the Company's objectives for good corporate governance as well as sustained long-term value creation for shareholders. The Policy applies to the Company's Board of Directors, Senior Management, including its Key Managerial Personnel (KMP). Guiding principles The guiding principle is that the remuneration and the other terms of employment shall be competitive in order to ensure that the Company can attract and retain competent Executives. Remuneration Policy

The Nomination and Remuneration Committee recommends to the Board the compensation package of the Executive Directors and also the compensation payable to the Non-Executive Directors of the Company in accordance with the provisions contained in the Companies Act, 2013.

The Company has the Policy of remunerating Non-Executive Directors through payment of Sitting Fees, or Commission or both within the ceiling prescribed by the Central Government.

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Vigil Mechanism / Whistle Blower Policy

Introduction Ashoka Sambalpur Baragarh Tollway Limited (“the Company”) believes in conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company is committed to develop a culture where it is safe for all employees to raise concerns about any fraudulent or unacceptable practice and any event of misconduct. Vigil Mechanism / Whistle Blower Policy (“the Policy”) is a device to help alert and responsible individuals to bring to the attention of the Management, promptly and directly, any unethical behavior, suspected fraud or abrasion or irregularity in the Company practices which is not in line with Code of Business Principles or the law of the land, without any fear or threat of being victimised. This Policy is issued pursuant to Section 177 of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014. The Company is committed to provide adequate safeguards against victimisation of employees and directors or other persons who avail of such mechanism and also provide for direct access to the Chairperson of the Audit Committee or the Director nominated by the Audit Committee, as the case may be, in exceptional cases. a) Address for Communication : If any Director / Employee comes across any information detrimental to the interest of the Company, the same should be intimated immediately to the Compliance Officer. The procedure as outlined hereunder will be adopted to deal with such concerns / grievances. The Whistle Blower shall send his/her Grievance / Complaint (“Complaint”) in written form to the following address. To, Mr. Ashish A. Kataria, Director, Ashoka Sambalpur Baragarh Tollway Limited 206, 2nd Floor, 79, Daryaganj, New Delhi - 110 002. Mr. Ashish A. Kataria, Director of the Company, is designated as Compliance Officer of the Company, reporting to Chairman of the Audit Committee. The concerns / grievances shall be sent to the Chairman of the Audit Committee.

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The concerns / grievances shall be received in writing by the Compliance Officer duly signed by the complainant. The employee making the complaint shall identify oneself while reporting a concern. Anonymous Reports shall not be considered for further action. Employees can raise a concern to his supervisor / Manager or a member of the Management. Alternatively, an employee can raise a concern directly to the Compliance Officer in writing. The Complaint raised will be placed before an appropriate Committee for investigation. The Committee will investigate the Complaint and if it finds no merit or materiality in the Complaint, the said Complaint will be closed and intimation will be sent to Whistle Blower within reasonable period and in any case not exceeding 90 days from the receipt of Complaint. However, if any merit is found in the Complaint, the Compliance Officer in consultation with the Management will nominate an Investigating Officer who will conduct the investigations directly or through a team formed by the Compliance Officer depending on the nature of the concern. On receipt of the investigation report the Compliance Officer will submit his Report to the Audit Committee who will take a decision on the action to be initiated regarding the concern raised. The Committee shall give an opportunity of being heard to the Whistle Blower and the investigation will be conducted following the principles of natural justice. In case of any criminal action that may be required/advised to be initiated, the Chairman of the Company will take a final decision. b) Protection (A) No unfair treatment will be given to a Whistle Blower by virtue of his/her having reported a

Protected Disclosure under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization of Whistle Blower. Complete protection will, be given to Whistle Blower against any unfair practice like threat or termination / suspension of service, disciplinary action, or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties/functions including making further Protected Disclosure.

(B) The Company will do its best to protect confidentiality of an identity of the Whistle Blower. (C) If the Whistle Blower makes an allegation in good faith, which is not confirmed by the

investigation, no action will be taken against the Whistle Blower. However, if a complaint is found to be malicious or vexatious or made with any ulterior motive or malafide intention, appropriate disciplinary action will be taken.

(D) The Company will not entertain anonymous / frivolous grievance.

c) Reporting:

A quarterly report with number of Complaints received under the Policy and their

23

outcome shall be placed before the Audit Committee and the Board periodically. Details of establishment of such mechanism shall be disclosed by the company on its

website, if any, and in the Board’s report.

d) Coverage of Policy: The Policy covers malpractices and events which have taken place/ suspected to take place involving: a) Abuse of authority; b) Breach of contract; c) Negligence causing substantial and specific danger to public health and safety; d) Manipulation of company data/records; e) Financial irregularities, including fraud, or suspected fraud; f) Criminal offense; g) Pilferation of confidential/propriety information; h) Deliberate violation of law/regulation; i) Wastage/misappropriation of company funds/assets; j) Breach of employee Code of Conduct or Rules; and k) Any other unethical, biased, favoured, imprudent event The above Vigil Mechanism has been approved at the meeting of Board of Directors of the Company. The same will be effective from March 31, 2015.

M.P. Chitale & Co. Charted Accounts

24

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ASHOKA SAMBALPUR BARAGARH TOLLWAY

LIMITED

1. Report on the Financial Statements

We have audited the accompanying financial statements of Ashoka Sambalpur Baragarh Tollway Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the period then ended, and a summary of significant accounting policies and other explanatory information hereinafter referred to as financial statement.

2. Management’s responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor’s Responsibility

3.1 Our responsibility is to express an opinion on these financial statements based on our audit.

3.2 We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

3.3 We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.


25

3.4 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statement that give true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for purpose of expressing an opinion on whether the Company has an adequate internal financial control systems over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the financial statements.

3.5 We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our audit opinion on the financial statements. 4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its loss and its cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

As required by section 143(3) of the Companies Act 2013, we report that:

a. We have sought and obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement

dealt with by this Report are in agreement with the books of account

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards referred to Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors and taken on

record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms Section 164 (2) of the Act.


26

6. With respect to the other matters to be included in the Auditor's Report in accordance

with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company does not have any pending litigations filed against it which would

impact its financial position (ii) The Company was not required to make any provisions for material foreseeable

losses in respect of long term contracts, including derivative contracts.

(iii) The Company was not required to deposit or pay any dues in respect of the Investor Education and Protection Fund during the year.

7. Paragraph 1(3) of the Companies (Auditors Report) Order, 2015 issued under section

143(11) of the Companies Act, 2013 by the Ministry of Corporate Affairs on April 10, 2015 states that it shall come into force from the date of its publication in the Gazette of India. As on date the Order has not been published in the Gazette of India. Consequently, we have not reported on the matters specified in paragraphs 3 and 4 of the Order.

For M P Chitale & Co. Chartered Accountants ICAI FR No. 101851W Sd/- Murtuza Vajihi Partner ICAI M No. 112555 Place: Nashik Date: April 29, 2015 Z:\USER1\Ashoka Group\Ashoka Sambalpur Baragarh Tollway Pvt. Ltd\F.Y. 2014-15\March 15\Final Set\ASBTL Audit Report March 2015.docx

As at As at31-Mar-2015 31-Mar-2014(` In Lacs) (` In Lacs)

I EQUITY & LIABILITIES1 Shareholders' Funds

(a) Share Capital 1 312.38 312.38 (b) Reserves & Surplus 2 16,594.72 21,181.44

16,907.10 21,493.82

2 Non-Current Liabilities(a) Long-Term Borrowings 3 95,278.31 78,588.89 (b) Long-Term Provisions 4 724.83 0.27 (c) Other Long Term Liabilities 5 10,690.60 -

106,693.74 78,589.16 3 Current Liabilities

(a) Trade Payables 6 26.08 0.01 (b) Other Current Liabilities 7 335.49 176.10 (c) Short-term Provisions 8 0.14 0.09

361.71 176.20

Total 123,962.55 100,259.18 II ASSETS

1 Non-Current Assets(a) Fixed Assets 9

(i) Tangible Assets 108.83 11.17 (ii) Intangible Assets 117,515.12 93,040.05

117,623.95 93,051.22 (iii) Intangible Assets under development 6,023.79 -

(b) Long-Term Loans & Advances 10 145.23 4,496.24 123,792.97 97,547.46

2 Current Assets(a) Current Investments 11 - 1,895.66 (b) Cash and Bank Balances 12 84.30 786.31 (c) Short-Term Loans and Advances 13 73.91 29.69 (d) Other Current Assets 14 11.37 0.06

169.58 2,711.72

Total 123,962.55 100,259.18 Additional Statement of Notes 21Significant Accounting Policies 22

As per our report of even date attachedFor M.P. CHITALE & Co.Chartered Accountants

(Murtuza Vajihi) (Ashok M.Katariya) Partner Director

Place: Nashik Place: NashikDate: May 5, 2015 Date: May 5, 2015

ASHOKA SAMBALPUR BARAGARH TOLLWAY LIMITED BALANCE SHEET AS AT MARCH 31, 2015

Note No.


Director(Anil S.Gandhi)

Year ended Year ended31-Mar-2015 31-Mar-2014(` In Lacs) (` In Lacs)

I Revenue from OperationsToll Collection 1,817.43 - Contract Receipts 310.65 -

2,128.08 -

II Other Income: 15 41.02 -

III Total Revenue (I+II) 2,169.11 -

IV Expenses:Operating Expenses 16 1,338.22 - Employee Benefits Expenses 17 26.94 - Finance Cost 18 4,891.21 - Depreciation and Amortisation Expenses 19 413.56 - Other Expenses 20 85.89 -

V Total Expenses 6,755.82 -

VI (Loss) for the period (II- IV) (4,586.72) -

VI Earnings per Equity Share:Basic (184.29) -Diluted (144.34) -

Additional Statement of Notes and 21Significant Accounting Policies 22

As per Our Report of Even DateFor M. P. CHITALE & CO.Chartered Accountants

(Murtuza Vajihi) (Ashok M.Katariya) Partner Director Director

Place: NashikDate: May 5, 2015

ASHOKA SAMBALPUR BARAGARH TOLLWAY LIMITED PROFIT & LOSS ACCOUNT FOR THE PERIOD 29th SEPTEMBER TO 31st MARCH,2015

(Anil S.Gandhi)



Note No.

A CASH FLOW FROM OPERATING ACTIVITIES :Net Profit/(Loss) Before Extraordinary Items and Taxation (4,586.72) - Adjustment for : Depreciation 420.42 - Profit/Loss on sale of Mutual Funds (38.07) -

(4,204.37) - Operating Profit Before Changes in Working Capital (4,204.37) -

Adjustments for changes in Operating Assets / Liabilities( Increase ) / Decrease in Operating Receivables 4,277.46 (4,515.39) Increase / ( Decrease ) in Operating Payables 185.51 4,462.97 19.23 (4,496.16) Cash Generated from operations 258.60 (4,496.16) Income Tax 18.03 -

18.03 - NET CASH FLOW FROM OPERATING ACTIVITIES 276.63 (4,496.16)

B CASH FLOW FROM INVESTING ACTIVITIES :Purchase of Assets (153.92) (6.08) (Increase) in Intangible Assets under development (30,863.02) (37,707.00) Investment in Mutual Fund 1,933.73 229.94

NET CASH USED IN INVESTING ACTIVITIES (29,083.22) (37,483.14)

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Borrowing 28,104.58 35,177.71 Proceeds from Issues of Shares & Share Application Money (0.00) 7,585.51

NET CASH RECEIPT FROM FINANCING ACTIVITIES 28,104.58 42,763.22

Net Increase In Cash & Cash Equivalents (702.01) 783.92 Cash and Cash Equivalents at the beginning of the period 786.31 2.39

Cash and Cash Equivalents at the end of the year 84.30 786.31

Notes :

3.Cash & Cash Equivalents comprise of balance with Bank in Current Account, Cash on hand & Deposits maturing within three months from March 31, 2015.

As per Our Report of Even DateFor M. P. CHITALE & CO.Chartered Accountants

(Murtuza Vajihi) (Ashok M.Katariya) Partner Director Director




CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2015


1.The Operating Trade & Other Receivables consist of Trade Receivables, Short-term and Long-term Loans and Advances and Other Current Assets. 2.The Operating Trade & Other Payables consist of Long-term Laibilities, Trade Payables, Long-term & Short-term Provisions and Other Current Liabilities.

(` in Lacs) (` in Lacs)Year Ended 31.03.2015 Year Ended 31.03.2014

(Anil S.Gandhi)

COMPANY OVERVIEW:

NOTE - 1 : SHARE CAPITAL (In ` Lacs)

Particulars

1 Authorised Share Capital

42,50,000 (P.Y.42,50,000) Equity Shares of `10 each 425.00 70,000 (P.Y.70,000) Preference Shares of `100 each 70.00

Total 495.00

2 Issued, Subscribed and Paid-up (fully paid-up) :

24,88,806 (P.Y.24,88,806) Equity Shares of `10 each 248.88 248.88 63,495 (P.Y.63,495) 1% Non-cumulative Convertible Preference Shares `100 each 63.50 63.50

Total 312.38 312.38

3 1% Non-cumulative, Convertible Preference Shares:

No. of Shares Preference Shares

53,925 9,570

63,495

4 Reconciliation of No of Shares Outstanding

Outstanding as per last balance sheet Addition during the period Matured during the period Outstanding as at 31-Mar-2015

5

Equity Shares Preference Equity Shares

Preference %(Equity) %(Pref) %(Equity) %(Pref)

Ashoka Concessions Ltd. (Holding Company) 2,488,805 63,494 100% 100% 2,488,805 63,494 100% 100% Total 2,488,806 63,495 2,488,806 63,495

NOTE - 2 : RESERVES & SURPLUS(In ` Lacs)

Particulars

Security Premium Reserve Balance as per last Balance Sheet 21,185.74 Addition During the Year - Transferred to Preference Shares Redemption Reserve - Balance at the end of the Year (i) 21,185.74

Surplus Balance as per last Balance Sheet (4.30) Addition During the Year (4,586.72) Transferred to Preference Share Redemption Reserve - Deductions During the Year - Balance at the end of the year (ii) (4,591.02)

Total (i+ii) 16,594.72

NOTE - 3 : LONG TERM BORROWINGS(In ` Lacs)

Particulars

Secured:Term Loans:

From Banks 64,367.44 53,245.50 From Others 15,554.99 13,623.50

Unsecured:Loan from Holding Company 15,355.89 11,719.89

Total 95,278.31 78,588.89

Particulars of Lenders Interest Type

SecuredFrom BanksPunjab National bank Floating RateAxis Bank Ltd Floating RateBank of Baroda Floating RateBank of India Floating RateFrom OthersIndia Infrastructure Finance Company Limited Floating Rate

UnsecuredAshoka Concessions Ltd. Nil

March 31, 2028

March 31, 2028

Mode of Repayment

156 Installments156 Installments156 Installments156 Installments

156 Installments

Maturity Date

March 31, 2028 March 31, 2028 March 31, 2028Project Loan

Project LoanProject Loan

1.38-226.191.79-294.731.38-226.19

As at 31-Mar-2014 As at 31-Mar-2015

(4.30)

21,185.74

13,713.45 7,472.29

Details of Shares in the Company held by each share holder holding more than 5% Shares / by Subsidiaries of Ashoka Buildcon Ltd. being a Holding Company

Name of the Company Holding Holding

Project Loan

Project Loan

Repayble on Demand

Nature of Security : (i) Term loans are secured by first charge on all bank account including Escrow account, movable and immovable assets, intangible asstes (Other than projectsassets), receivables and plegde of 51% total paid up equity shares and other instrument convertible into equity

0.83-137.08

1.38-226.19

ASHOKA SAMBALPUR BARAGARH TOLLWAY LTD.NOTES ACCOMPANING FINANCIAL STATEMENTS

Class of Shares

Ashoka Sambalpur Bargarh Tollway Pvt. Ltd. (the Company) is a Special Purpose Entity incorporated on June 9, 2010 under the provisions of the Companies Act, 1956. In pursuance of the contract with theNational Highway Authority of India Limited (the Employer) to design, engineer, finance, construct and maintain Sambalpur Baragarh Section of NH-6 from km 000.000 to km 88.000 in the state of Orissa onBuild, Operate and Transfer (BOT) basis under NHDP Phase-III. The said BOT contract does not make the Company owner of the road but entitles it to “Toll Collection Rights” in exchange of the constructioncost incurred while constructing the road. The concession period is 30 (Thirty) Years including estimated construction period of 910 days. The construction of the entire project has been sub-contracted to theholding company, viz. Ashoka Buildcon Ltd, as an EPC contractor.

63,495 -


Preference Shares Equity Shares

425.00

As at 31-Mar-2015 Equity Shares

As at 31-Mar-2014

Convertible into Equity Shares

(in Nos.)

(4.30)

EMI Amount (` in Lacs)

- 63,495 63,495

1,356,641 1,132,165 - 2,488,806

As at 31-Mar-2014

63,495 - -

As at 31-Mar-2015

21,181.44

-

2,488,806 -

593,175 95,700

688,875

Date of Conversion

Preference Shares

70.00

495.00

- 2,488,806

31-Dec-2231-Dec-22

As at 31-Mar-2014

Nature of loan

As at 31-Mar-2015


NOTE - 4 : LONG TERM PROVISIONS(In ` Lacs)

Particulars

Provision for Employee benefits:Unearned Leave 0.42 0.27 Provision for Scheduled Maintenance 724.41 -

Total 724.83 0.27

NOTE - 5 : OTHER LONG TERM LIABILITIES(In ` Lacs)

Particulars

Trade Payable Ashoka Buildcon Ltd (Net) 3,349.59 -

NHAI Premium payable-due after 12 months 7,341.01 -

Total 10,690.60 -

NOTE - 6 : TRADE PAYABLES(In ` Lacs)

Particulars

i) Micro, Small & Medium Enterprises - - ii) Others 26.08 0.01

Total 26.08 0.01

NOTE - 7 : OTHER CURRENT LIABILITIES(In ` Lacs)

Particulars

Debt-Longterm due in 12 months 81.00 81.00 NHAI Premium Payable due in 12 months 139.10 - Duties & Taxes 24.69 64.26 Unpaid Expenses 90.71 30.84

Total 335.49 176.10

NOTE - 8 : SHORT TERM PROVISIONS(In ` Lacs)

Particulars

Provision for Employee benefits:Unearned Leave 0.14 0.09

Total 0.14 0.09

NOTE - 9 FIXED ASSETS (In ` Lacs)

As at 01-04-2014 Additions Disposals/

Adjustment As at 31-

Mar-15 As at

01-04-2014 Additions Disposals/ Adjustment

As at 31-Mar-15

As at 31-Mar-15

As at 31-Mar-14

i) Tangible Assets :-

I Vehicle 20.80 24.09 44.89 9.63 9.92 - 19.55 25.34 11.17 II Data Processing Equipments - 9.93 9.93 - 3.40 - 3.40 6.53 - III Plant & Machinery - 29.59 29.59 - 4.43 - 4.43 25.16 - IV Toll Equipment - 85.93 85.93 - 36.18 - 36.18 49.75 - V Office Equipment - 4.38 4.38 - 2.33 2.33 2.05 -

ii) Intangible Assets

1) Right to Collect Toll - 117,879.28 - 117,879.28 - 364.16 - 364.16 117,515.12 -

Total 20.80 118,033.20 - 118,054.00 9.63 420.42 - 430.05 117,623.95 11.17 Previous Year 10.86 9.94 - 20.80 5.77 3.86 - 9.63 11.17

iiI) Intangible Assets Under Development:- 93,040.05 30,863.02 117,879.28 6,023.79 - - - - 6,023.79 93,040.05

Total 93,040.05 30,863.02 117,879.28 6,023.79 - - - - 6,023.79 93,040.05 Previous Year 55,333.05 37,716.45 9.45 93,040.05 93,040.05 55,333 Grand Total 93,060.85 148,896.22 117,879.28 124,077.79 9.63 420.42 - 430.05 123,647.74 93,051.22 Previous Year 55,343.91 37,726.39 9.45 93,060.85 5.77 3.86 - 9.63 93,051.22

NOTE - 10 : LONG TERM LOANS AND ADVANCES (UNSECURED, CONSIDERED GOOD)(In ` Lacs)

Particulars

Trade Deposits 40.43 29.15 Loans & Advances to related parties

Ashoka Buildcon Ltd (Net) - 4,355.35

Advances recoverable in cash or in kind 83.67 72.59 Advance Income Tax 21.12 39.15

Total 145.23 4,496.24

(In ` Lacs)

Particulars

Investments in Mutul Funds(11,418.347) Units Reliance Liquid Fund-Treasury Plan-Growth Plan - 355.66 (87,812.528) Units Reliance Money Manager Fund-Growth Plan - 1,540.00

Total - 1,895.66

Aggregate Amount of Quoted InvestmentsAggregate Market value of Quoted InvestmentsAggregate Amount of Unquoted Investments Aggregate provision for diminution in value of Investment.

As at 31-Mar-2015

Suppliers/Service providers covered under Micro, Small Medium Enterprises Development Act, 2006 have not furnished the information regardingfiling of necessary memorandum with the appropriate authority. Inview of this, information required to be disclosed u/s. 22 of the said Act is notgiven

DEPRECIATION & AMORTISATION

As at 31-Mar-2015


NOTE - 11 : CURRENT INVESTMENTS-QUOTED


NET BLOCK

As at 31-Mar-2014


As at 31-Mar-2014

As at 31-Mar-2014

-

- - - -

1,895.66 1,900.30

-

ParticularsSr. No.

GROSS BLOCK


As at 31-Mar-2015


NOTE - 12 : CASH AND BANK BALANCES(In ` Lacs)

Particulars

Cash & Cash Equivalentsa) Balance with Banks 71.93 786.18 b) Cash on Hand 12.37 0.13

Total 84.30 786.31

NOTE - 13 : SHORT-TERM LOANS & ADVANCES (UNSECURED, CONSIDERED GOOD)(In ` Lacs)

Particulars

Advance to suppliers 26.56 28.75 Advance Gratuity 0.69 0.94

Total 73.91 29.69

NOTE - 14 : OTHER CURRENT ASSETS(In ` Lacs)

Particulars

Prepaid Expenses 11.37 0.06

Total 11.37 0.06

NOTE - 15 : OTHER INCOME(In ` Lacs)

Particulars

Profit on sale of Investments 38.07 - Miscellaneous Income 2.96

Total 41.02 -

NOTE - 16 : OPERATING EXPENSES(In ` Lacs)

Particulars

Material Purchase 8.88 Sub Contract Charges 479.84 Material Handling Charges 0.08 Machinery Fuel,Repairs & Maintenance 5.00 Electricity & Water Charges 26.10 Technical Consultancy Charges 93.74 Rates & Taxes 0.18 Provision for Schedule Maint 724.41

Total 1,338.22 -

NOTE - 17 : EMPLOYEE BENEFIT EXPENSES(In ` Lacs)

Particulars

Salaries, Wages and Bonus 25.84 - Contribution to the Provident and Gratuity Fund 0.52 - Staff Welfare Expenses 0.58 -

Total 26.94 -

NOTE - 18 : FINANCE COST(In ` Lacs)

Particulars

Interest on Fixed loans 4,873.79 - Bank Charges 17.42 -

Total 4,891.21 -

NOTE - 19 : DEPRECIATION & AMORTISATION(In ` Lacs)

Particulars

Amortisation of Concession rights 364.16 - Depreciation on Computer 2.73 Depreciation on Office Equipment's 2.15 - Depreciation on Plant & Machinery 2.70 - Depreciation on Vehicle 5.65 - Depreciation on Toll Equipment 36.18 -

Total 413.56 -

NOTE - 20 : OTHER EXPENSES(In ` Lacs)

Particulars

Expenses for Vehicles 1.62 - Rent,Rates & Taxes 1.24 - Insurance 16.28 - Printing and Stationery 1.17 - Communication Expenses 0.16 - Travelling & Conveyance 1.71 - Legal & Professional Fees 9.34 - Auditors' Remuneration 4.27 - Advertisement & Business Promotion 2.41 - Writeen Off 46.66 Miscellaneous Expenses 1.01 -

Total 85.89 -











21 ADDITIONAL STATEMENTS TO THE NOTES

(I) CONTINGENT LIABILITIES (In ` Lacs)

(II)

(i)

(ii)

(iii)

As At 31-Mar-2014 Particulars

As At 31-Mar-2015

12,403.13 Liability against capital commitments outstanding (net of advances) 518.94

AS 15 – Employee Benefit-Gratuity & Leave Encashment

Contribution to Provident Fund is charged to accounts on accrual basis. The Company operates a defined contribution scheme withrecognized provident fund. For this Scheme, contributions are made by the company, based on current salaries, to recognizedFund maintained by the holding company. In case of Provident fund scheme, contributions are also made by the employees. Anamount of ` 2.53 Lacs (Previous Year ` 1.80 Lacs ) has been charged to the Profit & Loss Account on account of this definedcontribution scheme.

Bank Guarantees placed by the company with Govt. Organization and other institution have been obtained by using the financial limits of Ultimate holding company (M/s. Ashoka Buildcon Limited) with various banks/Financial Institutions. Since the limits of the Ultimate holding company have been utilised, contingent liability has been disclosed in the books of the Ultimate holding company and not in the books of the company.

The Company provides benefits to its employees under the Leave Encashment pay plan which is a non-contributory defined benefitplan. The employees of the Company are entitled to receive certain benefits in lieu of the annual leave not availed of duringservice, at the time of leaving the services of the Company. The benefits payable are expressed by means of formulae which takesinto account the Salary and the leave balance to the credit of the employees on the date of exit.

The Gratuity benefit is funded through a defined benefit plan. For this purpose the Company has obtained a qualifying insurancepolicy from Life Insurance Corporation of India.

The Gratuity benefits are funded through a defined benefit plan.

The Company Provides Benefit to its employees as per the provision of the Gratuity Act 1972. Provision for gratuity aggregating to ` 0.69 Lacs has been made on a maximum assets basis for the period ended March 31, 2015

Details of Gratuity and Leave Encashment disclosure as required by AS-15 are detailed hereunder:

Year Ended 31.03.2015 (` in Lacs)Gratuity Leave Encashment

Present Value of Obligation as at the Beginning of the year NIL NILInterest Cost NIL NILCurrent Service Cost 0.70 0.44 Benefits Paid NIL NILActual Gain / ( Loss ) 0.33 0.20 Present Value of Obligation as at the end of the year 0.72 0.56

Fair Value of Plan Assets at the Begnning of the year NIL NILExpected Return on Plan Assets NIL N.A.Accrued interest Return on Plan Assets NIL N.A.Contributions NIL N.A.Benefits Paid NIL NILActual Gain / ( Loss ) 0.33 0.20 Fair Value of Plan Assets at the end of the year NIL NILFunded Status NIL NIL

Actual Gain / ( Loss ) for the year - Obligations 0.33 0.20 Actual Gain / ( Loss ) for the year Plan Assets NIL NILTotal Gain / ( Loss ) for the year 0.33 0.20

Amount to be recognized in the Balance SheetPresent value of obligations as at the end of the year 0.72 0.56 Fair value of Plan Assets as at the end of the year 1.41 NILFunded / Unfunded Status 0.69 0.56 Net Asset / ( Liability ) recognized in the Balance Sheet 0.69 0.56

Expenses recognized in the Profit & Loss AccountCurrent Service Cost 0.70 0.44 Interest Cost 0.03 0.03 Expected Return on Plan Assets NIL NILAccrued interest Return on Plan Assets 0.11 NILNet Actual Gain / ( Loss ) recognized in the year 0.33 0.20


(III) AS 16 – Borrowing Cost

(IV) AS– 17 – Segment Reporting

(V) AS– 18 Related Party Transactions(A) List of Related Parties(a) Parties where control exists (c)

(i) Ashoka Buildcon Ltd.(Ultimate Holding Company)(ii) Ashoka Concessions Ltd (Holding Company) (i) Ashoka Infrastructure Ltd.

(ii) Viva Highways Pvt. Ltd.(b) Key Management Personnel (iii) Ashoka Infraways Pvt. Ltd.

(i) Ashok M. Katariya (iv) Ashoka DSC Katni Bypass Road Pvt. Ltd.(ii) Anil S.Gandhi (v) Ashoka Infrastructure Ltd.(iii) Ashish A. Katariya (vi) Ashoka Concession Ltd

(B) Transactions during the period: (In ` Lacs)Sr. No.

(a)

Allotment of Equity Shares

Share Application Money Received

Share Application Money Refunded

Loan Taken:

Outstanding receivable against :Advance to Contractor:

Outstanding Payable against :Loan Taken:

Purchase of Goods:i Ashoka Technologies Pvt. Ltd. 53.94

(-)

(1,450.55)

(d)

i Ashoka Buildcon Ltd. - (1,450.55)

(f)

(b)

Ashoka Concessions Ltd. i -

(i)

(c)

(e)

- i

(g)

(7,254.90)

Ashoka Buildcon Ltd. i

Ashoka Concessions Ltd.

(h)

The Company is engaged in single business segment of Construction of Road on BOT basis and hence the segment reporting is notpresented.

Enterprises in which Key Management Personnel / Directors have significant influence

Key Management Personnel

Interest Cost capitalized to Fixed Assets during the year ended 31.03.2015 ` 4,453.98 Lacs (Previous year ` 6,561.02 Lacs).

Nature of Transactions Parties where Control Exists

Enterprises in which Key Management Personnel / Directors have significant influence

Ashoka Buildcon Ltd. 20,189.41

Routine Maintenance Expense paid:i Ashoka Concessions Ltd. 92.96

(-)

i

(7,585.51)

(5,606.61)

ii

-

(11,719.89) i

Ashoka Concession Ltd.

(1,457.61)

Ashoka Concessions Ltd. 15,355.89

Sub-contract Charges paid:

Ashoka Buildcon Ltd.

i

Ashoka Buildcon Ltd. ii

- (7,585.51)

3,636.00

-

(40,317.68)

Note: Figures in Bracket relates to year ended on March 31, 2014

Expenses recognized in the Profit & Loss Account 0.28 0.67

Withdrawl Rate ( p.a ) 1% 1%

Financial Assumptions as the valuation dateDiscount Rate ( p.a.) 8% 8%Salary Escalation ( p.a.) 7% 7%


Advance to Contractor:

Note: Figures in Bracket relates to Previous Period ended on March 31, 2014.

(VI) AS-19 Accounting for Operating Leases

(VII) AS– 20 Earning per Share

(Loss) attributable to Equity Shareholders (in ` Lacs)

Nominal Value of Equity Shares (in `)Basic Earnings per Share (in `)Diluted Earnings per Share (in `)

(VIII) AS – 29 – Details of Provisions (` in Lacs)(a) Sr. No.

(a)

Note: Figures in brackets denote figures of previous period ended March 31, 2014

(b)

(IX) Amount paid or payable to Auditor as Fees(In ` Lacs)

(X)

22 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(i) Basis & Method of Accounting

(ii) Fixed Assets & Depreciation(a)

(b)

(iii) Intangible Assets & Amortization

Provisions made during

the period

i

2,488,806

Purchase of Goods:i Ashoka Technologies Pvt. Ltd. 6.30

(-)

- -

The Company has contractual obligation to periodically maintain, replace or restore infrastructure as per the terms of the concession agreement. The Company has recongnied the provision in accordance with Account Standard - 29 'Provision, Contingent Liabilities and

Particulars Balance as at

01-Apr-2014

Provision adjusted during

the period

Balance as at

31-Mar-2015

Provision for Resurfacing obligations - - 724.41

-

Particulars Year ended 31-Mar-15

Audit Fees (Including Service Tax)

Previous period figures have been regrouped/ rearranged wherever necessary, to make them comparable with current period figures

4.11 0.46 0.77 Other Services (Including Service Tax)

4.80

Year ended 31-Mar-14

3.65

Total

Particulars

(-)

Ashoka Buildcon Ltd. 3,222.18 (-)

- 1,774,082


(4,586.72) No of Weighted Average Equity Shares outstanding during the period(Basic)

91.11

10

The Company follows mercantile system of accounting and recognizes income and expenditure on an accrual basis. FinancialStatements are prepared under historical cost convention, in accordance with the Generally Accepted Accounting Principles inIndia (GAAP) and comply in all material aspects, with mandatory accounting standards as notified by the Companies (AccountingStandards) Rules, 2006, relevant provisions of the Companies Act and statements issued by the Institute of CharteredAccountants of India. The significant accounting policies followed by the Company are set out below. Management has madecertain estimates and assumptions in conformity with the GAAP in the preparation of these financial statements, which arereflected in the preparation of these financial statements. Difference between the actual results and estimates are recognised inthe year in which the results are known.

Fixed assets are stated at cost less accumulated depreciation. Cost comprises cost of acquisition and expenditure directlyattributable for commissioning of the asset.

Depreciation has been provided on Written Down Value method at the rates specified in Schedule II to the Companies Act,

ii Ashoka Concessions Ltd.

1,780,593 10

-

5.57

(144.34)

724.41

(184.29)

No of Weighted Average Equity Shares outstanding during the period (Diluted) 3,177,681


The Company has various operating leases for equipments and premises, the leases are renewable on periodic basis and cancellable innature.

ASHOKA SAMBALPUR BARAGARH TOLLWAY LTD.(a)

(b)

(c)

(iv) Capital Work in Progress

(v) Borrowing Cost

(vi) Impairment of Fixed Assets

(vii) Taxes on income(a)

(b)

(viii) Retirement Benefits

(ix) Provisions and contingencies

Intangible Assets representing the right to collect toll on a BOT project is classified as Intangible Assets. During theconstruction phase, work done on the project is presented as Intangible Assets under Development. On receipt of the Tollnotification, value of such assets is capitalised and amortised over the Toll period.

Intangible Asset, i.e. Right to Collect Toll is amortised based on actual toll collection vis-a-vis to the projected/ estimated tollrevenue over the toll period as specified the Schedule XIV of the Companies Act, 1956. Projections are reviewed at periodicintervals for consistency and appropriateness. Amortisation is revised in case there is a material change in the ProjectedTraffic Volume. Amortisation of these Intangible Assets commence from the date of toll collection.

Borrowing costs attributable to acquisition and construction of capital assets are capitalized till the asset is put to use/ready touse. Other borrowing costs are charged to Profit & Loss Account as and when incurred.

Intangible Asset, i.e. Right to Collect Toll is amortised based on actual toll collection vis-a-vis to the projected/ estimated tollrevenue over the toll period as specified the Schedule XIV of the Companies Act, 1956. Projections are reviewed at periodicintervals for consistency and appropriateness. Amortisation is revised in case there is a material change in the ProjectedTraffic Volume. Amortisation of these Intangible Assets commence from the date of toll collection.

Capital work in progress comprises of expenditure, direct or indirect, incurred on assets which are yet to be brought into workingcondition for its intended use against capital expenditure.

Wherever events or changes in circumstances indicate that the carrying value of fixed assets may be impaired, such assets aresubject to a test of recoverability, based on discounted cash flows expected from use or disposal thereof. If the assets areimpaired, loss is recognised.

Intangible assets are carried at cost of acquisition less any subsidies or grants. These assets include all duties, non-refundable taxes, levies and costs incurred (which are directly attributable) for bringing assets into working conditions for itsintended use. Intangible assets include assets that are incidental for the purpose of Toll Collection and which will be handedover at the end of the concession period. Fees incurred in order to arrange long-term financing are capitalized and amortizedover the life of the asset.

Deferred tax represents the effect of timing differences between taxable income and accounting income for the reporting yearthat originate in one year and are capable of reversal in one or more subsequent years. Deferred tax assets are recognizedonly to the extent there is reasonable certainty of realization in future. Such assets are reviewed as at each Balance Sheetdate to reassess realization.

Provision for gratuity liability is made on the basis of actuarial valuation in respect of Group Gratuity Policy with an insurancecompany.

Provision for liabilities in respect of leave encashment are made on the basis of actuarial valuation.

Provident Fund benefit to employees is provided for on accrual basis and charged to Profit and Loss Account of the year.

Provisions are recognised when the company has a legal and constructive present obligation as a result of a past event, for whichit is probable that outflow of resources will be required and a reliable estimate can be made of the amount of the obligation.Contingent liabilities are disclosed when there is a possible obligation that may result in an outflow of resources. Contingentassets are neither recognised nor disclosed.


(x) Investments

(xi) Preliminary & Share Issue Expenses

As per our Report of even dateFor M.P. CHITALE & CO. For and on behalf of the Board of DirectorsChartered Accountants

(Murtuza Vajihi) (Anil S.Gandhi) (Ashok M.Katariya) Partner Director Director

Place: Nashik Place: NashikDate: May 5, 2015 Date: May 5, 2015

Current Investments are valued at lower of cost or market value. Purchases/sales of investment are accounted on the trade datei.e. date on which the transaction is completed.

Preliminary and Share Issue Expenses are charged off to the Profit & Loss Account.

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